1. GENERAL TERMS AND CONDITIONS (GT & C)
1.1. These CDC regulate the relationship between the person who has requested the creation of a website (“the Customer”) and the use of any additional ancillary services through “IM* Genesi” (“the Platform”) and IM*MEDIA S.r.l. (“the Agency”), tax code and VAT number 04286410826, which is based in Italy, Palermo, Via Antonio Gagini n. 59, zip code 90133 (email: [email protected]; certified email: [email protected]).
1.2. The CDC form an integral part of the contract, are applicable to the entire relationship and cannot be derogated from except in a written deed bearing the signature of the legal representative of the Agency.
1.3. “IM* Genesi” is a service reserved for professional customers, by approving the Purchase Order the Customer declares that he is not a consumer.
1.4. These CDC can be unilaterally modified by the Agency, which will give written communication of the variations that have occurred and they will be applicable to the relationship, in the event that the variations are unfavorable to the Client, the latter will have the right to withdraw from the contract within 15 days from the communication.
2. CONCLUSION OF THE CONTRACT FOR THE CREATION OF THE SITE – DELIVERY OF MATERIALS
2.1. The Customer, having registered on the “IM* Genesi” site, will select the characteristics of the site he requests to create and the ancillary services he intends to use, will view a summary page with an indication of the consideration and will indicate the payment data, therefore, will access the The purchase order, which he will be able to approve together with these CDC, through the codes he will receive through the telephone entered (SMS token), finally, by clicking on “buy”, he will accept the debit of the amount indicated in point 3.1.
2.2. At the same time, the Agency will send the summary of the accepted order to the e-mail address indicated by the Client. From that date the contract is considered concluded for all purposes. Subsequently, the Agency will contact the Customer to agree on the delivery times and methods of the Materials (information on the company and the activity, images, texts, audio, video or other contents) which must be inserted on the site. The delivery of the Materials within the times and in the ways indicated by the Agency constitutes an obligation for the Customer, in the absence of fulfillment the Agency will not be able to create the site and will withhold the sums paid as a conventional penalty.
2.3. The Customer undertakes to acquire the rights to use the Materials supplied and the necessary releases for dissemination; it also undertakes to provide Materials that can be lawfully disseminated; that do not conflict with legal provisions or third party rights; that are not obscene, offensive, defamatory or, in any case, such as to cause harm to third parties. The Customer acknowledges and accepts that the availability of the site and the services may be interrupted in the event of violation of the rules of use of the service provided by the supplier or violation of criminal laws. However, any verification by the Agency remains excluded, which, if it becomes aware of the publication of any contents that violate the prohibition, reserves the right to remove them, without prior notice and at the expense of the Customer. The latter, for his part, undertakes to indemnify the Agency and hold it harmless from any damage or claim deriving from the use of the Materials supplied by it and relieves the Agency from any liability deriving from the interruption of services or the removal of the Materials.
2.4. The intellectual property rights of the models presented on “IM* Genesi” and of the site created for the Customer belong to the Agency and are not transferred to the Customer, who is authorized to use them in accordance with the provisions of the Purchase Order, via non-exclusive and non-transferable, for the duration of the contract.
2.5. The Customer accepts that the logo and name of the platform will be indicated on the site with the relative link.
3. SITE APPROVAL – WITHDRAWAL – RENEWAL
3.1. At the time of the Purchase Order, the Agency will charge the Customer’s card only the one-off fee of 199.00 CFH + VAT in the case of a showcase website or 299.00 CFH + VAT in the case of a website with e-commerce . In the 30 days following the sending of the Materials, the Agency will create the site with the characteristics selected by the Customer and will contact him to show it to him. This term is to be considered purely indicative and, in any case, not essential in the interest of the parties.
3.2. In the absence of approval of the site by the Customer, the Agency will retain only the amount initially paid, as consideration for the withdrawal, and the site will not be published or delivered, with the Agency’s right to cancel it immediately.
3.3. In the event that the Customer approves the site, it will be published on the internet without access restrictions, the remaining part of the consideration will be charged and the services covered by the Purchase Order will be provided for a period of 12 months from the day of publication. With approval, the site is understood to be accepted and tested to all intents and purposes, with the consequent cessation of the Agency’s liability for faults and defects that could have been detected with ordinary diligence. For the purposes of activating the guarantee for any hidden defects, these must be reproducible and reported within five days of discovery and ten days of delivery. Any liability of the Agency is excluded in relation to the time between the moment in which it publishes the site and the moment in which it becomes usable to the public.
3.4. Any requests for changes and additions to the site that are not feasible independently by the Customer are not permitted and may be the subject of any separate agreements between the parties, the Agency reserving any assessment in this regard.
3.5. At the end of the 12-month period referred to above, the contract is understood to be tacitly renewed for periods of equal duration, unless one of the parties gives notice of cancellation in writing within ninety days before expiry.
3.6. When the contract is terminated, the Customer will no longer be able to access the site and all its contents, including the data of the site’s users, which will be completely eliminated. The Customer is solely responsible for saving such data, which must be done before the termination of the contract, excluding any charge or liability on the part of the Agency.
3.7. In any case, all rights on the site and on each of its individual components remain with the Agency, which are licensed to the Customer for the sole duration of the contract and cannot be used after the termination of the relationship, maintaining the Customer the rights due to him on the only Materials delivered by it.
3.8. The assignment of this contract and of the site is permitted only to the Agency, which will notify the Customer.
4. DOMAIN NAME REGISTRATION
4.1. If required, the Agency registers one or more domains for the customer’s site with its registration service provider (“Registrar”). The Agency cannot guarantee the availability of the domains indicated by the Customer until he proceeds with the registration, after the approval of the site and at the time of publication. If the Customer does not want to run the risk that the domain is not available at that moment, he will have to register it himself.
4.2 In any case in which the Customer wishes to use a registered domain which he already owns, he must make it available to the Agency within the term indicated by the latter, together with what is needed to transfer the domain to his Registrar. Once the indicated term has elapsed, the Agency will be able to register a domain determined at its discretion on behalf of the customer.
4.3. By the date of termination of the contract, the Customer must indicate to the Agency which Registrar to transfer the domain to for further use. Once the aforementioned term has elapsed, the Agency will no longer be required to renew the registration and the domain may be canceled and possibly purchased from third parties.
4.3. The transfer of the domain to another Registrar is not permitted to the Customer, unless at the end of the contractual relationship.
5. ADDITIONAL SERVICES – PRIVACY
5.1. The Agency, in order to offer certain ancillary services that it cannot provide directly (e.g.: registration and renewal of internet domains; hosting; servers and internet connectivity; payment services), makes use of services rendered by third party suppliers, which are it selected independently and exclusively and may be subject to changes during the relationship. In the event of a change in the costs of the services, the Agency will notify the Client pursuant to point 1.4.
5.2. In the case of websites with e-commerce, payments will be managed by the Paypal platform, whose conditions of use can be found on the merchant’s website.
5.3. In the execution of search engine positioning services (SEO), Website Migration, consultancy, logo creation and Brand Book, the Agency operates independently. The very nature of these services prevents the Agency from assuming performance obligations in relation to them. The Client therefore accepts that the failure to achieve a certain objective cannot be considered attributable to the Agency and will not exempt the Client from the obligation to pay the agreed fee.
5.4. Where the site allows the registration of users and the creation of databases, these will remain the exclusive property of the Client, who undertakes to comply with the provisions on privacy as the sole owner and to provide the Agency and/or third parties indicated in the point 5.1. the relevant authorizations and information.
5.5. Where necessary, the Customer undertakes to give the Agency and the third parties indicated in point 5.1. the task of data controller in accordance with the privacy legislation of the place where the business is based and of the EU. If the direct appointment of third parties by the Client is not practicable, the Agency will appoint them responsible, being authorized by the Client with the acceptance of this Agreement.
6.1. The fees are due to the Agency at the time the Purchase Order is sent and at the time of site approval, as well as at each annual renewal and request for a new service, in a single solution or periodically, if an instalment is agreed.
6.2. The payment terms are to be considered essential in the interest of the Agency and, in the event that the non-fulfilment continues for more than seven days, a 5% increase will be due on the amount still owed, as a conventional penalty. After this term, the Agency is also authorized to block access to the site and suspend the performance of all services and services at its expense. If this occurs, the customer will not be entitled to any reduction or reimbursement of fees in relation to the period in which the Agency blocked the site and suspended the performance of the services at his charge. Furthermore, the Agency may charge the Client for the reactivation charges, equal to CHF 100.00 + VAT.
6.3. If the total or partial non-fulfillment by the Customer continues for more than fifteen days, the contract will be terminated and the termination will occur automatically when the Agency informs the Customer of its willingness to make use of this clause. In the event of termination, the Customer will be charged the amount due until the contractual expiry and this as a conventional penalty, except for greater damage.
7. LIMITATIONS OF LIABILITY
7.1. Any liability of the Agency, including compensation or penalties, resulting from: a) loss of data and/or functionality resulting from the change of the Registrar and/or the transfer of data from the previous hosting and/or employee database Provider is excluded from incompleteness of the information provided by the Customer at the time of the request; b) errors contained in the data communicated by the Customer for the purpose of registering domain names; c) consequential damages to defects or employees of the use or non-use of the services, or consisting of loss of commercial opportunities or savings, damage to the image or loss of commercial reputation; d) punitive damages, astreintes, indirect coercion measures.
7.2. Furthermore, the Agency is not responsible for the compliance of the Site with legal, regulatory, interpretative provisions subsequent to the date of the Purchase Order, nor is it required to adapt the site to them in the absence of an explicit request from the Customer.
7.3. The Agency’s liability, including compensation or penalties, is in any case limited to a maximum amount equal to the fees owed by the Client and is excluded for damages deriving from loss of profit, failure to conclude contracts, loss of chances and commercial activities, interruptions of ‘business.
8.1. The contract is understood to be concluded in Italy, where the Agency is based and where the service at its expense is performed, and is governed by Italian law.
8.2. Where the Contract, for ease of reading, is also drawn up in languages other than Italian, the parties agree that only the version drawn up and signed in Italian will be legally binding between them. Any invalidity of individual clauses of this contract will have no effect on the remaining clauses, which will remain unaffected.
8.3. Any dispute concerning the interpretation and execution of the Contract will be the exclusive jurisdiction of the Court of Palermo.
8.4. Without prejudice to the possibility for the Agency to request payment injunctions in the place where the Client has its registered office or an establishment with a representative authorized to sue.